Grellas

I have no idea what the correct answer is, but as this is one of those questions that matters, OP probably needs proper proper advice from someone you trust in the know. If, for whatever reason, getting proper advice is not something you can get, this is perhaps the best of the info, as Siegel's Bio says https://news.ycombinator.com/user?id=siegel: > Startup Attorney Grellas Shah LLP http://www.grellas.com https://www.linkedin.com/in/david-siegel-a271265/

I personally recommend George Grellas (grellas on HN), with whom I have worked on a professional basis and whose services I value greatly. He is someone whose advice I would pay for and trust. His firm's website is http://www.grellas.com/ . (I receive no compensation for making recommendations.) I am not saying this is a case that he would want to take on (only he could say that, and without knowing more details, it sounds to me [a non-lawyer] as though the entrepreneurs are deceiving the investors while obeying the terms of your license).

Can anybody recommend a good US CPA and an accountant with experience in working with tech startups? If you are looking for a lawyer I received good recommendations for: - Ryan Roberts @ http://startuplawyer.com/contact - Scott Edward Walker @ http://walkercorporatelaw.com/ - Grellas Shah LLP @ http://www.grellas.com/

Attorneys are of course the best-qualified people to advise you on this. If you are in Northern California, HN user George Grellas is the principal of a law firm that caters to a lot of startups: http://www.grellas.com/ With the proviso that I am not an attorney, here's a vary basic answer to your query: a) If I read you right, you are the client and are hiring the design firm. I'm sure they're just trying to be helpful, but since it's your idea and your $, it should really be your NDA - you don't have to write it, but at least select it. b) Don't assume that the plain English in the rest of the agreement is OK just because it's simple. 'Lawyer speak' isn't always necessary, but is wordy because it's precise and specific - and thus, predictable. 'Common sense' and 'obvious' statements usually depend on unstated assumptions, and those assumptions are not always well founded. c) As far as it goes, this clause 4.1 actually looks good. It says that you own your ideas and that the design firm's access to them is limited as stated elsewhere in the NDA - which I assume specifies only what is necessary for them to perform their drawing and prototyping services. In short, this clause acknowledges and safeguards your rights. Of course you want to keep costs down: most likely this NDA is fine, the design firm is ethical, and if you go to an attorney you'll feel like you spent several hundred or a few thousand on an umbrella when it's not even raining. But it's like the lock on…

I recommend you call George Grellas’ practice, ask for a consult for valuation and exit guidance. No affiliation. https://grellas.com/our-team/george-grellas/

> What are the keywords for finding a lawyer who can advise on non-competes? If you're in California, try the following; they all know their stuff and aren't in supercostly BigLaw firms (although I think most are BigLaw alumni): - Betsy Bayha - https://www.linkedin.com/in/betsy-bayha-560107/ - George Grellas - used to post here a lot, not so much recently - https://grellas.com/our-team/george-grellas/ - Sean Hogle - https://www.linkedin.com/in/epiclaw/ - Kyle Mitchell - https://kemitchell.com/

Have used George Grellas (longtime HN poster) for things like this in the past and been very happy: http://grellas.com/

I don't know anyone better than George Grellas: http://www.grellas.com/

Grellas wrote a very informative series of "Startup Law 101" posts. Well worth reading: http://www.grellas.com/faq_business_startup.html

Great piece. I realize now that I'm more or less clueless about one of the things mentioned there: > An understanding of tax laws in your country How does one learn this? Is there a book you guys would recommend? I think in addition to tax code, learning a bit of legal stuff is probably necessary too. And for that, grellas's guide is probably handy: http://www.grellas.com/faq_business_startup.html. Learning about accounting would be a good idea too, I'm also clueless there though - any recommendations for learning that?

You'll be eaten alive by taxes if you're not careful, but yes, you can do it. Law firms help do this. A few grand you can get someone like http://www.grellas.com/ do it 100% venture capital ready in Delaware. If you're really just looking for a merchant account, make an LLC and get one in the name of that. Far cheaper, but will require the redo when/if you want investment. Make sure you file the paperwork to do it's taxes like a C corp instead of a disregarded entity (Form 2553)http://www.irs.gov/pub/irs-pdf/f8832.pdf

Get in touch with one of the startup lawyers from SF, which usually give you a first overview on the phone for free. You should definitely spend a bit of money to work with on one of them on a simple incorporation. I've personally had very good experiences with George Grellas. A few of the often mentioned tech startup lawyers include George Grellas (http://grellas.com), Scott Edward Walker (http://walkercorporatelaw.com), Ryan Roberts (http://startuplawyer.com).

Fyi, George has been around a while: http://news.ycombinator.com/user?id=grellas http://grellas.com/

And some other specific texts -- written by some of our own: Startup Law 101 Series: http://www.grellas.com/faq_business_startup.html Assorted writings on startups: http://www.kalzumeus.com/greatest-hits/

Grellas' Startup Law 101 is a great starting resource for these sorts of questions. The IP article is here: http://www.grellas.com/faq_business_startup_015a.html

This case illustrates the dictum that "hard facts make bad law." In essence, the court went out of its way to try to do equity in what it viewed as a case of an opportunistic founder who tried unfairly to stick it to his co-founders. It is at best a mercy decision and an aberrant one at that (a legal outcome that turns basically on the idea that startups are "different" rests on pretty weak legal reasoning and is likely to remain a one-fer decision). Founders are often are ignorant about who owns IP as it is created in these sorts of loose, early stages. Very important to get this right (see a piece I wrote on this issue here: http://grellas.com/faq_business_startup_015a.html).

HN's http://news.ycombinator.com/user?id=grellas was an invited speaker at the Bootstrapper Breakfast and opened with an elaboration of his comment here http://news.ycombinator.com/item?id=1126843 His site also has an excellent legal FAQ for startups at http://www.grellas.com/faq_business_startup.html

What pitaa said. I'd add that George Grellas is a regular HN commenter: http://www.grellas.com/george-grellas.html. He or his firm may not be able to do the work, but he may know someone. That said, I'd start with pitaa's idea; salaries for W-2 employees are fairly close to sacred. Completely different story if you were 1099.

Happy to share my own experiences. I work with George Grellas (frequent poster here) at Grellas Shah LLP. You can find my information on our firm website: http://grellas.com/david-siegel.html

I'd like to plug George Grellas ( https://news.ycombinator.com/user?id=grellas ) in case you're not aware of him, just reading his comment history should give you a lot of food for thought. He's one of HN's secret assets. See also: http://www.grellas.com/faq_business_startup.html

This isn't how vesting is typically set up for founders at a startup in the US. You'd do well to read the eBook I linked to, as well as Grellas' series of posts: http://www.grellas.com/faq_business_startup.html Pay particular attention to the stuff about 83(b) elections.

Implicit in your question is that the company will be registered in the USA. Why? A couple of pros: - You want to raise big money from a VC, and it will be easier if your company is a Delaware (http://www.grellas.com/faq_business_startup_002.html) - You will employ people in the USA, and think it might make the paperwork for that easier One potential con to consider: - You might pay more tax if you are set up in the USA (vs. e.g. Cayman Islands)

When a startup grants stock options to its key people...83(b) has no bearing on any of them except for one special case. If options are granted to key people who are given the right to exercise them early... http://www.grellas.com/faq_business_startup_004.html

It really depends on what you're looking to learn, but if it's "pitfalls in financing startups", I'd start here: http://www.grellas.com/resources.html

To avoid this, vesting founders would presumably file an 83b election within 30 days of receiving the shares (mentioned in the PDF.) Then, they only have to pay tax when they sell the shares. And if they held on to those shares for over one year, this would be a smaller, capital gains tax. Described in more detail here: http://www.grellas.com/faq_business_startup_004.html

(sidenote) http://www.grellas.com/acquisitions.html "We are sophisticated enough to help buyers and sellers in such deals valued at many millions of dollars and flexible ENOUGHT to provide cost-effective help for small business deals as well." The copy on your site needs correcting.

You might want to read George Grellas who is also an HN'er as a baseline. http://www.grellas.com/faq_business_startup.html

Regarding #2, his second link: "Top 5 Reasons To Incorporate in Delaware": http://startuplawyer.com/incorporation/top-5-reasons-to-incorporate-in… IANAL, but that all sounds like good advice to me. He adds that you shouldn't consider DE to be the default choice, but here's another take from a corporate attorney that was posted on HN: http://www.grellas.com/faq_business_startup_002.html My takeaway from this is to avoid being tempted to skip deep and prolonged consideration of Step #2.

The guy doing all of this writing refers to himself as a "Founder's Firm", and it seems his goal is to fit into that blank: http://www.grellas.com/faq_business_startup_003.html I'm looking for something like that in the Boston area. I have yet to speak with any attorneys who can help me form a corporation and take moderate angel investment without charging $5000 up front and $thousands more later...

4. It is smart to have founders have their stock vest over time, so if you get into a founder dispute, and one or two leave...it is possible for the founders that stay on to have their work continue to be recognized by continued vesting of their stock, and that departed (and thus no longer contributing via personal effort) founder/shareholders cannot be excessively benefit from the remaining founder's activity by owning shares disproportionate to their continuing activity and commitment. More than a few startups fail, by neglecting to consider the changes that may come in founder relationships. It is important to talk about departure consequenses. You may find it enlightening to review a few Venture Capital blogs. Here are a few. Sam Altman "Lessons Learned" - http://blog.samaltman.com/startup-advice George Grellas - Startup Law 101 Series - Grellas Shah LLP - http://www.grellas.com/faq_business_startup.html Mark Suster - Both Sides of the Table - Raising Venture Capital - http://www.bothsidesofthetable.com/pitching-a-vc/